odey_quanex-sch13g.htm

0000929638-13-000319.txt : 20130508 0000929638-13-000319.hdr.sgml : 20130508 20130508135812 ACCESSION NUMBER: 0000929638-13-000319 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130508 DATE AS OF CHANGE: 20130508 GROUP MEMBERS: ODEY ASSET MANAGEMENT LLP GROUP MEMBERS: ODEY HOLDINGS AG GROUP MEMBERS: ROBIN CRISPIN WILLIAM ODEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Quanex Building Products CORP CENTRAL INDEX KEY: 0001423221 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 261561397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84001 FILM NUMBER: 13823838 BUSINESS ADDRESS: STREET 1: 1900 WEST LOOP SOUTH STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7139614600 MAIL ADDRESS: STREET 1: 1900 WEST LOOP SOUTH STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Odey Asset Management Group Ltd CENTRAL INDEX KEY: 0001512596 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0405 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12 UPPER GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 2ND BUSINESS PHONE: 44 020 7208 1400 MAIL ADDRESS: STREET 1: 12 UPPER GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 2ND SC 13G 1 odey_quanex-sch13g.htm SCHEDULE 13G odey_quanex-sch13g.htm

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
		OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response…10.4

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Quanex Building Products Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

747619104

(CUSIP Number)

April 30, 2013

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[x] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. Odey Asset Management Group Ltd
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. England

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 3,893,270 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 3,893,270 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,893,270 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 10.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) CO, HC

1	Names of Reporting Persons. Odey Asset Management LLP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. England

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 3,893,270 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 3,893,270 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,893,270 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 10.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) PN, IA

1	Names of Reporting Persons. Odey Holdings AG
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. Switzerland

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 3,893,270 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 3,893,270 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,893,270 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 10.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) CO, HC

1	Names of Reporting Persons. Robin Crispin William Odey (“Crispin Odey”)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. England

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 3,893,270 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 3,893,270 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,893,270 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 10.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G

Item 1

(a)	Name of Issuer
	Quanex Building Products Corporation
(b)	Address of Issuer’s Principal Executive Offices
	1900 West Loop South, Suite 1500, Houston, TX 77027

Item 2

(a)	Name of Person Filing
	Odey Asset Management Group Ltd Odey Asset Management LLP Odey Holdings AG Crispin Odey
(b)	Address of Principal Business Office or, if none, Residence
	Odey Asset Management Group Ltd Odey Asset Management LLP Odey Holdings AG Crispin Odey c/o Odey Asset Management Group Ltd 12 Upper Grosvenor Street London, United Kingdom W1K 2ND
(c)	Citizenship
	Odey Asset Management Group Ltd – England Odey Asset Management LLP – England Odey Holdings AG – Switzerland Crispin Odey – England
(d)	Title of Class of Securities
	Common Stock, par value $0.01 per share
(e)	CUSIP Number
	747619104

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act;
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)	[x]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	[x]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4

Ownership

Shares reported herein for Odey Asset Management LLP (“OAM LLP”) represent shares held for the benefit of investment advisory clients of OAM LLP. Odey Asset Management Group Ltd (“OAM Ltd”) is the managing member of OAM LLP, Odey Holdings AG (“Odey Holdings”) is the sole stockholder of OAM Ltd, and Mr. Odey is the sole stockholder of Odey Holdings. For all purposes other than the filing of this Schedule 13G, each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 4(a)	Amount Beneficially Owned
	Odey Asset Management Group Ltd – 3,893,270 shares Odey Asset Management LLP – 3,893,270 shares Odey Holdings AG – 3,893,270 shares Crispin Odey – 3,893,270 shares

Item 4(b)	Percent of Class
	Odey Asset Management Group Ltd – 10.5% Odey Asset Management LLP – 10.5% Odey Holdings AG – 10.5% Crispin Odey – 10.5%

Item 4(c)	Number of shares as to which each such person has voting and dispositive power:
(i)	sole power to vote or to direct the vote
	Odey Asset Management Group Ltd – 0 shares Odey Asset Management LLP – 0 shares Odey Holdings AG – 0 shares Crispin Odey – 0 shares
(ii)	shared power to vote or to direct the vote
	Odey Asset Management Group Ltd – 3,893,270 shares Odey Asset Management LLP – 3,893,270 shares Odey Holdings AG – 3,893,270 shares Crispin Odey – 3,893,270 shares
(iii)	sole power to dispose or to direct the disposition of
	Odey Asset Management Group Ltd – 0 shares Odey Asset Management LLP – 0 shares Odey Holdings AG – 0 shares Crispin Odey – 0 shares
(iv)	shared power to dispose or to direct the disposition of
	Odey Asset Management Group Ltd – 3,893,270 shares Odey Asset Management LLP – 3,893,270 shares Odey Holdings AG – 3,893,270 shares Crispin Odey – 3,893,270 shares

Item 5	Ownership of Five Percent or Less of a Class
	Not applicable.
Item 6	Ownership of More than Five Percent on Behalf of Another Person
	Dividends received from, and proceeds from the sale of, the shares reported herein, if any, are allocated by Odey Asset Management LLP to the applicable accounts of its clients and are distributed or retained in accordance with its investment advisory agreements with those clients.
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.
Item 8	Identification and Classification of Members of the Group
	Not applicable.
Item 9	Notice of Dissolution of Group
	Not applicable.
Item 10	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Exhibits	Exhibit
99.1	Joint Filing Agreement by and among the Reporting Persons.
99.2	Power of Attorney of Robin Crispin William Odey

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 8, 2013

	ODEY ASSET MANAGEMENT GROUP LTD

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY ASSET MANAGEMENT LLP

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY HOLDINGS AG

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ROBIN CRISPIN WILLIAM ODEY

	/s/ Fergus B. Lee
	Fergus B. Lee, as attorney-in-fact for Robin Crispin William Odey

EX-99.1 2 odey_quanex-jointfiler.htm JOINT FILER AGREEMENT odey_quanex-jointfiler.htm

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of May 8, 2013, is by and among Odey Asset Management Group Ltd, Odey Asset Management LLP, Odey Holdings AG and Robin Crispin William Odey (collectively, the "Filers").

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stock, par value $0.01 per share, of Quanex Building Products Corporation beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.

Executed and delivered as of the date first above written.

	ODEY ASSET MANAGEMENT GROUP LTD

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY ASSET MANAGEMENT LLP

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY HOLDINGS AG

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ROBIN CRISPIN WILLIAM ODEY

	/s/ Fergus B. Lee
	Fergus B. Lee, as attorney-in-fact for Robin Crispin William Odey

EX-99.2 3 odey_powerofatty.htm POWER OF ATTORNEY odey_powerofatty.htm

Exhibit 99.2

POWER OF ATTORNEY

The undersigned (the "Principal") hereby constitutes and appoints each of Fergus B. Lee, David Fletcher, Claire Holdsworth and Tim Pearey (each, an "Agent"), signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or authorized signatory of each of Odey Asset Management Group Ltd., Odey Asset Management LLP, and Odey Holdings AG and any other affiliated entity (collectively, the “Companies”) and in the undersigned's individual capacity, reports required by Sections 13(d), 13(f), 13(g), 13(h) and 16(a) of the U.S. Securities Exchange Act of 1934, as amended (the "Act") and the rules thereunder or any other U.S federal or state securities law or rule or regulation thereunder, in each case (to the extent applicable) with respect to securities of any issuer of securities registered pursuant to Section 12 of the Act,

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any U.S federal or state securities law filings, including without limitation, Form 3, 4, or 5, Form 13F, Schedule 13D or 13G, and Form 13H, and any amendment or amendments thereto, and to file any such form, schedule or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with the Act.

This Power of Attorney shall remain in full force and effect until (i) with respect to any Agent, such Agent ceases to be employed by any of the Companies, or (ii) this Power of Attorney is revoked by the undersigned with respect to any Agent or Agents in a signed writing delivered to the applicable Agent or Agents.

This Power of Attorney shall not be revoked or terminated by any subsequent power of attorney. This Power of Attorney is not intended to revoke or terminate any prior powers of attorney. If it is determined by a court of competent jurisdiction that any provision of this Power of Attorney is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May 2013.

Signature:	/s/ Robin Crispin William Odey
	Robin Crispin William Odey